Timothy Smith
About Timothy Smith
Timothy Smith is Chief Commercial Officer at Lineage, Inc., serving in this role since February 2022; he previously served as Executive Vice President of Sales and Business Development from January 2011 to February 2022. He holds a bachelor’s degree from St. Lawrence University and an MBA from Stetson University; his age is disclosed as 60 in the 2025 proxy. His annual cash incentive is tied 70% to Management Adjusted EBITDA and 30% to individual objectives; in 2024, the EBITDA component achieved 95.9% while his individual objectives achieved 81%, resulting in an annual incentive payout of $318,215. Long-term incentives are performance-vested LTIP units tied to AFFO per share (60%), same-warehouse NOI growth (40%), and a relative TSR modifier versus the S&P 500 over a 3-year period ending December 31, 2026; time-vested LTIP units vest in equal annual installments over three years.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lineage, Inc. | EVP, Sales & Business Development | Jan 2011–Feb 2022 | Led sales and business development (commercial leadership) |
| Millard Refrigerated Services | Management positions | Not disclosed | Cold chain industry experience |
| CHEP | Management positions | Not disclosed | Supply chain/logistics experience |
| The Hershey Company | Management positions | Not disclosed | Consumer packaged goods/commercial experience |
External Roles
No public company directorships or external board roles are disclosed for Timothy Smith in the company’s proxy or annual report.
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Annual Base Salary | $550,000 (increased from $525,000 effective June 2, 2024) |
| Target Bonus % of Base | 100% |
| Annual Incentive Payout (2024) | $318,215 |
| IPO Cash Bonus (2024) | $1,250,000 |
2024 Annual Bonus Program Breakdown (Cash incentive)
| Metric | Weighting | Achievement | Payout (% of Target Bonus) | Payout ($) |
|---|---|---|---|---|
| Management Adjusted EBITDA | 70% | 95.9% | 49.5% | $187,105 |
| Individual Objectives | 30% | 81% | 81% | $131,110 |
| Total | — | — | — | $318,215 |
Performance Compensation
Equity Award Architecture (2024 LTIP)
- Time-vesting annual LTIP units vest in equal annual installments on the first three anniversaries of April 1, 2024 (i.e., April 1, 2025/2026/2027), subject to continued service; additional vesting applies upon qualifying termination to cover the next scheduled vesting date.
- Performance-vesting annual LTIP units are earned over performance periods ending December 31, 2026, with base units split 60% AFFO/share and 40% same-warehouse NOI, modified by relative TSR versus the S&P 500 (80% at 25th percentile, 100% at 50th, 120% at 75th+).
- Replacement LMEP LTIP units granted at IPO vest annually over three years (time-vested).
2024 LTIP Unit Grants
| Award Type | Grant Date | Units (#) | Notes |
|---|---|---|---|
| Time-vesting annual LTIP units | 7/26/2024 | 26,316 | Vests in equal annual installments over 3 years from April 1, 2024 |
| Performance-vesting annual LTIP units (Base) | 8/26/2024 | 78,948 | Base LTIP units; total LTIP units at max performance 92,764 |
| Performance-vesting annual LTIP units (Total at Max) | 8/26/2024 | 92,764 | Includes distribution equivalent units; vesting based on AFFO/NOI and TSR modifier |
| Annual awards total LTIP units (time + performance, max basis) | 2024 (IPO timing) | 119,080 | All NEOs elected LTIPs; reflects max count incl. distribution equivalents |
| Replacement LMEP LTIP units (time-vested) | 7/26/2024 | 50,734 | 3-year annual vesting schedule |
Outstanding Equity at 12/31/2024 (Market value at $58.57/share)
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| Replacement LMEP LTIP (time-vested) | 7/26/2024 | 50,734 | $2,971,490 |
| Time-vesting annual LTIP | 7/26/2024 | 26,316 | $1,541,328 |
| Performance-vesting annual LTIP (unearned units) | 8/26/2024 | 25,484 | $1,492,598 |
Grant Date Fair Value (2024, ASC 718)
| Metric | Amount ($) |
|---|---|
| Stock awards total (2024 SCT) | $10,076,773 |
| Performance-vesting LTIP “base” units (target) | $3,546,739 |
| Performance-vesting LTIP “base” units (maximum) | $7,093,478 |
Performance Conditions and Vesting Scales (Performance LTIP)
| Condition | Base LTIP Units Eligible | Vesting Scale | TSR Modifier |
|---|---|---|---|
| AFFO per share | 60% of base units | 0% below threshold; 25% threshold; 50% target; 100% max | 80% at 25th percentile; 100% at 50th; 120% at 75th+ |
| Same-warehouse NOI growth | 40% of base units | 0% below threshold; 25% threshold; 50% target; 100% max | 80% at 25th percentile; 100% at 50th; 120% at 75th+ |
| Relative TSR (S&P 500) | Applies as modifier | — | Modifier applies to vested base units |
Footnote disclosure indicates, for estimating year-end values, company achievement “as if” the period ended 12/31/2024 was AFFO at target, NOI at threshold, TSR modifier at 80%, pro-rated for the elapsed portion of the performance period.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned directly | 55 common shares |
| Rights to acquire (incl. within 60 days) | 25,683 |
| Total beneficial ownership | 25,738 |
| % of shares outstanding | <1% of 228,207,882 |
| Pledged shares | None; no executive/director shares pledged |
| Stock ownership guidelines | Executives other than CEO/CFO/COO must hold ≥3x base salary; compliance due by July 24, 2029 or fifth anniversary of appointment |
| Hedging/pledging policy | Prohibits hedging (e.g., collars, forwards), margin purchases, and pledging; prohibits speculative trading |
| Legacy OP equity distribution (IPO) | 39,427 Legacy Class B OP Units distributed to Smith in respect of vested LMEP units, subject to a coordinated settlement process over up to 3 years |
Employment Terms
| Provision | Term |
|---|---|
| Severance plan participation | Participant in Executive Severance Plan (post-IPO) |
| Cash severance multiple | 1x base salary + target bonus; 1.5x if termination “on or within 18 months” following a change in control |
| COBRA premium coverage | 12 months (standard) or 18 months (if CIC termination) |
| Prior year bonus (termination treatment) | Paid in cash; value of any equity portion determined by stock price on termination date; updated in Amended Severance Plan |
| Non-compete | 2 years post-termination |
| Non-solicit (customers and service providers) | 2 years post-termination |
| Confidentiality/non-disparagement | Confidentiality indefinite; non-disparagement included |
| Clawback policy | Maintains a clawback for recovery of erroneously awarded compensation |
| 280G excise tax | “Best-pay cap” to maximize net after-tax benefit |
| Change-in-control mechanics | No single-trigger CIC payments; higher severance applies only upon qualifying termination within 18 months post-CIC (double-trigger economics) |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Healthcare ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CIC) | $1,100,000 | $246,228 | $28,889 | $1,375,117 |
| Change in control (no termination) | — | $731,481 | — | $731,481 |
| Termination without cause/for good reason in connection with CIC | $1,650,000 | $246,228 | $43,334 | $1,939,562 |
| Termination due to death/disability | — | $246,228 | — | $246,228 |
| Termination due to retirement/family disability | — | $246,228 | — | $246,228 |
Performance Compensation (Detail)
| Component | Weight | Target | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Management Adjusted EBITDA (annual bonus) | 70% | Not disclosed | 95.9% achievement | 49.5% of target bonus component ($187,105) | Paid Q1 2025 |
| Individual Objectives (annual bonus) | 30% | Set across CX, pricing, new business, economic occupancy, capital deployment (5%–20% weightings per goal) | 81% achievement | 81% of target bonus component ($131,110) | Paid Q1 2025 |
| Performance LTIP: AFFO/share | 60% base units | Threshold/Target/Max | Assumed target for 2024 estimation | TSR modifier can adjust 80%–120% | Earned through 12/31/2026 |
| Performance LTIP: Same-warehouse NOI growth | 40% base units | Threshold/Target/Max | Assumed threshold for 2024 estimation | TSR modifier can adjust 80%–120% | Earned through 12/31/2026 |
| Relative TSR vs S&P 500 (modifier) | — | 25th/50th/75th percentiles | Assumed 80% (25th percentile) for 2024 estimation | Multiplies earned base units | Applies at end of performance period |
Investment Implications
- Alignment: Pay mix skews toward performance equity (AFFO/NOI/TSR), with time-vested LTIPs balanced by meaningful performance-vested LTIPs; annual bonus tied predominantly to Adjusted EBITDA, reinforcing cash generation discipline.
- Retention risk: Double-trigger severance (1.5x salary+target bonus upon CIC termination), two-year non-compete/non-solicit, and multi-year vesting schedules support retention post-IPO; additional vesting upon qualifying termination reduces cliff risk.
- Selling pressure: No pledging is permitted; hedging is prohibited. Legacy Class B OP Units (39,427 units) distributed in the IPO are subject to a coordinated settlement over up to three years, which could create scheduled liquidity events but not margin-driven pressure.
- Ownership: Beneficial ownership is small relative to float (<1%); stock ownership guidelines require 3x salary by July 24, 2029, which, combined with ongoing vesting, should gradually increase alignment if market conditions cooperate.
- Pay-for-performance: 2024 annual bonus paid below target on EBITDA component (49.5% of target portion) and below target on personal objectives (81%), evidencing formulaic discipline; long-term awards hinge on multi-year AFFO/NOI outcomes and market-relative TSR.
- Change-in-control economics: No single-trigger; cash and healthcare benefits scale up only if terminated within 18 months of CIC, with equity acceleration limited and partially performance-pro-rated—moderating windfalls and aligning to shareholder outcomes.